Many companies do not use terms and conditions of sale and delivery. Often the purchaser refers to his own terms. So, if the supplier does not check them carefully or if he does not refer to his own ones, the contract will be concluded according to the terms of the purchaser.
The sales and delivery conditions may be published on the company´s website, but they only become integral part of the contract between the supplier and purchaser, if there is a clear reference to them in the commerical correspondence.
We recommend to provide terms at least on the following issues :
1. The conditions, when a contract is concluded (offer, acceptance,acknowledgement)
2. Place of performance, delivery (e.g. Incoterms, in case of shipments; when does the risk passes to the purchaser)
3. Warranty, liability (e.g. delivery in according with the specifications as agreed in the contract; what about minor or customary deviations, etc. )
4. Prices (e.g. only net prices)
5. Payment and default
6. Reservation of title
7. Shipping costs
8. Notice of defect (deadline, only in written; obligation to examine the foods, etc.)
9. Applicable law
10. Place of jurisdiction, etc.
If the purchaser uses his own terms and they do not comply with the one of the supplier an explicit mutual agreement is needed.
We also like to draw your attention to the fact that the terms should be aligned with the specific circumstances of the food sector.
In order to avoid contractual risks we recommend to lay down terms and conditions of sale and delivery before entering into negociations.
If you need any help, please contact us.